This Service Agreement (“Agreement”) is made effective as of the date you as the “Client” accept the terms of this Agreement. This Agreement governs your use of Dagger LLC, a Michigan limited liability company (“Company” or “Dagger”) services, which you have subscribed to. You and Company are sometimes collectively referred to as the “Parties”, or individually a “Party”.
- Scope of Services. The purpose of this Agreement is to engage Company to provide Client with the Services Client has hereby subscribed (collectively “Services”). Such Services automatically renew each month until cancelled/terminated. We reserve the right to cancel your Paid Subscription if we are unable to successfully charge your payment method to renew your subscription. Client is responsible for any and all third-party costs associated with performing the Services provided herein, without any right of reimbursement. It is your responsibility not to lose, destroy, or damage content once provided by Company. We encourage you to back up your content regularly. You may not tamper with or circumvent any security technology included with the Services. Company’s delivery of Services or content does not constitute a grant or waiver of any rights of the copyright owners. Client is solely responsible for all data transmitted to or that relates to any activity Client has undertaken using the Services. You agree that your submission of information is at your sole risk, and you hereby release Company from any and all liability to you for any loss or liability relating to such information in any way. The Company reserves to right to share design work related to the Services provided herein, on digital channels including social media, website, etc. unless expressly otherwise agreed upon in writing. The Company reserves the right to change, alter, modify, amend or remove anything or any Content related to the Services provided in this Agreement, for any reason at its sole discretion. This Agreement establishes an independent contractor relationship between Company and Client and all the terms and conditions of this Agreement shall be interpreted in light of that relationship. Company shall perform the Services under this Agreement as an independent contractor to the Client, and in no way whatsoever shall be deemed an employee of Client.
- Service Fee and Payment. As consideration for the Company’s performance of the Services provided in this Agreement, Client hereby agrees and consents to Company charging your selected payment method for such Services automatically, on a monthly basis, on the date such payment is due. If we cannot charge you, you remain responsible for any uncollected amounts, and we may attempt to charge you again or request that you provide another payment method. All sales transactions are final and non-refundable. The Company reserves the right to take appropriate legal actions against Client for breach of this paragraph. From time to time, Company may suspend or cancel payment or refuse a refund request if we find evidence of fraud, abuse, or unlawful or other manipulative behavior that entitles Dagger to a corresponding counterclaim. In the event of any action, suit, proceeding or controversy arising out of Client’s breach or violation of any of the terms of this Agreement, Client shall reimburse the Company for all of the reasonable attorney fees and costs incurred in the prosecution and/or defense of any such action, suit, proceeding or controversy.
- Term. The term of this Agreement shall commence as of the Effective Date and shall continue each month until terminated/cancelled by either Party by providing written notice. Company may notify you with respect to this Agreement by sending an email message to your email address or a letter via postal mail to your mailing address. Notices shall become effective immediately.
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ANY SERVICES PERFORMED OR PROVIDED BY THE COMPANY ARE PROVIDED "AS IS" AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO ANY SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COMPANY OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
- Unless otherwise indicated, the Services are the property of the Company and all source code, databases, functionality, software, website designs, audio, video, text, photographs and graphics of any nature and regardless of format (herein, collectively or individually, the “Content”) and the trademarks, service marks, and logos contained there (the “Marks”) are owned and controlled by the Company and are protected by copyright and trademark laws and any other applicable intellectual property law or regulation of the United States, foreign jurisdictions and international conventions. The Content and Marks are provided “As-Is” for your information and personal use only. Company reserves all rights on its Content and Marks. Notwithstanding Company’s ownership of submissions, all design and original source files created on Client’s behalf (“Projects”) belong to Client, and Client shall be the sole owner of the copyright for all Projects, so long as payment for the foregoing Services are timely made and current. The Company always reserves the right to share the Client's design work publicly (social media, website, etc.). In the event that any project incorporates fonts that are not owned by the Company and require a commercial license in order for Client to legally reproduce, distribute, or publicly display the project (“Third-Party Font(s)”), the Company will inform Client in writing that one or more Third-Party Fonts have been incorporated into the project and that Client will need to purchase one or more licenses for the Third-Party Fonts from the rights-holder(s) of said Third Party Fonts in order to legally reproduce, distribute, or publicly display the project. The said notice will include information sufficient for Client to identify which licenses are required and who to contact in order to purchase said licenses. So long as the Company has informed Client of the incorporation of Third-Party Fonts as described above, Client assumes all responsibility for any consequences as a result of a failure by Client to purchase one or more licenses for any Third-Party Fonts incorporated into a project. Client agrees to assume full responsibility for any unauthorized use of images, fonts, or other content displayed on their website, communication channels, or any other mediums. It is the sole responsibility of the Client to ensure that all content utilized is properly licensed. While the Company may, in certain circumstances, hold appropriate licenses for the use of specific materials, such licenses are not transferrable to the Client unless explicitly stated.
- Privacy Policy. Client agrees to be bound and abide by Company’s Privacy Policy and the terms more particularly set forth therein and which may hereafter be adopted and incorporated herein. Access of the Services from the EU, Asia or other region of the world may result in the applicability of laws, statutes or regulations differing from those of the United States which govern personal data collection, use or disclosure. Client’s continued use of the website and transfer of data to the United States constitutes express consent of Client to the transfer and processing of data in the United States. The Company does not knowingly accept or solicit information from individuals under the age of 18. In accordance with the United States’ Children’s Online Privacy Protection Act, upon the receipt of actual knowledge that an individual under the age of 13 has provided personally identifiable information to the Company without parental consent, the Company shall delete that information as soon as reasonably practical.
- You expressly agree that your use of, or inability to use, or activity in connection with the Services is at your sole risk. The Services and all content delivered to you through the Services are (except as expressly stated by company) provided "AS IS" and "As Available" for your use, without warranties of any kind, either express or implied, including all implied warranties of merchantability, fitness for a particular purpose, title, and noninfringement. Because some jurisdictions do not allow the exclusion of implied warranties, the above exclusion of implied warranties may not apply to you. Company does not represent or guarantee that the services will be free from loss, corruption, attack, viruses, interference, hacking, or other security intrusion, and you hereby release company from any liability relating thereto. You shall be responsible for backing up your own system, including any content purchased or acquired through the services. Client hereby waives any right of action against the company from any such loss or corruption.
- IN NO CASE SHALL COMPANY, ITS MEMBERS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF ANY OF THE SERVICES OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICES AND/OR CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY INJURY, LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, EVEN IF ADVISED OF THEIR POSSIBILITY. BECAUSE SOME COUNTRIES, STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH COUNTRIES, STATES OR JURISDICTIONS, COMPANY'S LIABILITY SHALL BE LIMITED TO THE EXTENT SUCH LIMITATION IS PERMITTED BY LAW. THE COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY EITHER THROUGH THE WEBSITE, A HYPERLINKED WEBSITE OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY ADVERTISING ASSOCIATED WITH THE SERVICES THAT MAY BE PROVIDED.
- TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE ANY DATA (INCLUDING WITHOUT LIMITATION COURSE INSTRUCTIONS, ASSIGNMENTS AND MATERIALS), BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL COMPANY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF TWO HUNDRED AND FIFTY DOLLARS ($250.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
- Client represents to the Company that: (i) it has full right, power and authority to enter into this Agreement and to carry out the transactions contemplated hereby, (ii) the execution, acceptance and performance of this Agreement do not and will not (with or without notice, the passage of time, or both) violate, conflict with or result in a breach of or constitute a default under any term, condition or provision of any agreement, contract, document or understanding to which Client is a party, (iii) no consent, authorization or approval of any third party is required for the execution, delivery and/or performance of this Agreement, (iv) upon execution and acceptance of this Agreement, this Agreement will constitute the valid and binding obligation of the Client, (v) the representations, warranties, and covenants of Client set forth in the Agreement are true, and shall survive the termination of the Agreement. Furthermore, Client will not use the Services for any illegal or unauthorized purpose and agrees to comply with all local, state, federal, and national laws, statutes, ordinances, and regulations that apply to your use of the Services. Client shall not make any comments to any individual or entity, including, without limitation, clients, customers, employees, financial or credit institutions, which could be construed as negative or derogatory concerning the other Company, its affiliates, owners or employees. This section does not include pleadings or testimony under oath given in connection with any attempt to enforce the provisions of this Agreement.
- By using Company’s Services, Client agrees to the extent permitted by law, to fully indemnify and hold the Company (its principals, members, officers, and employees) harmless at all times against and in respect of against any and all claims, losses of every kind and nature, known or unknown, damages, costs, liabilities, judgments, penalties, interest, fines, expenses, or other costs, including reasonable attorneys' fees, including amounts paid in settlement (including defense costs and reasonable attorneys’ fees) from any third-party claim arising from or relating to: (i) any act of negligence by Client, malpractice by Client; (ii) breach of any of the representations or warranties made by Client in this Agreement or any other agreement, document or instrument executed or delivered by Client in connection with the Agreement contemplated herein; (iii) any breach of any of the covenants or agreements made by Client in this Agreement or any other agreement; (iv) any liability or obligation relating to or arising from (to the extent that such liability or obligation relates to) any fact, event, circumstance, or condition involving any litigation, dispute, or claim that Client is a party to now or in the future; (v) Client’s compliance with the Company’s specifications, directions, or processes provided by or requested by the Company; (vi) your use of the Services, or any action taken by Company as part of its investigation of a suspected violation of this agreement or as a result of its finding or decision that a violation of this Agreement has occurred. You agree that you shall not sue or recover any damages from Company, its directors, officers, employees, affiliates, agents, contractors, and licensors as a result of its decision to remove or deny access to any information or content, to suspend or terminate your access to the Services, or to take any other action during the investigation of a suspected violation or as a result of Company's conclusion that a violation of this Agreement has occurred. This waiver and indemnity provision applies to all violations described in or contemplated by this Agreement, and shall expressly survive termination of this Agreement.
- Confidentiality. Client which is deemed to include its employees, contractors or agents, agrees to at all times (during the Term and thereafter without limitation) hold in confidence and keep secret of the Company, including, without limitation, all unpublished matters relating to the business, clientele, property, accounts, books, records, Clients and contracts, intellectual property rights, business plans, research, development, and marketing information of the Company which he may or hereafter come to know (“Confidential Information”); provided, however, Client may (i) disclose any such information which has otherwise entered the public domain (other than through a breach of this Agreement) or which he is required to disclose to any governmental authority by law or subpoena or judicial process, (ii) disclose so much of such information to personal tax or financial advisors as may be required to enable such advisors to render appropriate advice to Client, and (iii) disclose the Confidential Information to its employees, subcontractors, other consultants and representatives who have a need to know such Confidential Information to fulfill the business affairs and transactions between the Parties contemplated by this Agreement. The obligations of confidentiality shall continue throughout this Agreement and shall survive indefinitely. Any records or documents (including copies, summaries or media for electronic storage of data) prepared or acquired by Client in performing Services to the Company that contain Confidential Information shall belong to the Company and shall be surrendered to the Company or destroyed at Company’s request upon termination of the Agreement and confirmed in writing. Nothing contained herein shall grant a license, assignment, or conveyance to Client of Company’s Confidential Information. All Confidential Information will remain the exclusive property of Company, and Client will have no rights, by license or otherwise, to use Confidential Information, except as authorized by Company.
- Governing Law. The Agreement shall be construed in accordance with the laws of the State of Michigan, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Michigan or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Michigan. Venue shall be proper in Macomb County. Company and Client stipulate and consent to such jurisdiction over them and waive their right to object to these courts’ jurisdiction.
- Entire Contract. The Agreement, which includes any exhibits and attachments contains the entire contract between the Parties. Company reserves the right at any time to modify this Agreement and to add new or additional terms or conditions on your use of the Services. Such modifications and additional terms and conditions will be communicated to you and if accepted, will be effective immediately and will be incorporated into this Agreement. In the event you refuse to accept such changes, Company will have the right to terminate the Agreement. Whenever possible, each provision of this Agreement shall be interpreted in such a manner to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid or illegal provision had never been contained herein. Except as otherwise provided in this Agreement, the covenants, representations, and terms of the Agreement shall remain enforceable and shall survive the termination of this Agreement and remain in full force and effect. Given Company is only entering into this Agreement with Client based on its own individual, specific, and unique expertise, Client shall not have the right to assign the rights, or duties under this Agreement to any other person or entity, without the prior written consent of Company. This Agreement will inure to the benefit of and be binding on the Parties, their respective heirs, legal representatives, successors and assigns.
- No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any party. The parties have been represented in the negotiations for and in the preparation of this Agreement by counsel of their own choosing or have had the opportunity to consult with counsel concerning the legal consequences of this Agreement; they have reviewed and understand the provisions of this Agreement; they have had this Agreement fully explained to them by their counsel or have had the opportunity to consult with counsel but declined to do so; and they are fully aware of and understand this Agreement’s contents and its legal effect and consequences. Each of the parties acknowledges it enters into this Agreement freely and voluntarily and is not acting under coercion, duress, economic compulsion, nor is entering into this Agreement because of any supposed disparity in bargaining power; rather, each party is freely and voluntarily signing this Agreement for his or its own benefit. The waiver by any party of any breach or breaches of any provision of this Agreement shall not operate as or be construed to be a waiver of any subsequent breach of any provision of this Agreement. For purposes of this Agreement, an electronically transmitted signature shall be deemed the same as an original.